AM Realty PR

Technology and Marketing Services Agreement-Test


This Technology and Marketing Services Agreement is entered into as of the effective date set forth below by and between the undersigned property owner (the “Owner”) and AM REALTY PR, LLC dba IslandYeti.com, a Delaware limited liability company (the “Provider”). Owner and Provider shall each be referred to as “Party” and collectively as the “Parties”.

Recitals

R-1. Owner is the legal owner of the property (“Property”) identified below.

R-2. Provider is a firm experienced in technology and marketing that consults to property owners.

R-3. Owner and Provider desire to memorialize the terms on which Provider will provide certain services to Owner.

Now therefore, in consideration of the following mutual covenants, the Parties agree as follows:

Agreement

  1. TERM. The term of this Agreement shall be one year, beginning on the effective date specified below. Each year, on its anniversary date, this Agreement shall automatically be renewed and its term extended for an additional additional year.  After the conclusion of this Agreement's first term, after the first anniversary of the effective date below, Owner or Provider may terminate this Agreement by providing sixty (60) days written notice to the other Party. The Parties may only terminate this Agreement during its first year by mutual consent. Owner agrees to pay Provider the sum of five-thousand dollars ($5,000) if Owner terminates this Agreement for convenience, or causes Provider to be unable to render its Services (as defined below) by making the Property unavailable for tenants or sells the Property.

  2. SERVICES OFFERED BY THE PROVIDER. During the term of this Agreement, Provider will provide the following services (the “Services”):
    1. TECHNOLOGY: Provider will utilize its own technology platform(s) and website(s), as well as other third-party platforms such as AirBnB, VRBO, Booking.com, TripAdvisor, Expedia, and other online travel agency platforms (collectively the “OTAs”), to help Owner promote the Property to prospective guests and tenants, as well as maintain records of guest stays, revenues received and other data related to tenant use of the Property. Owner hereby grants Provider the exclusive authority and power to utilize its technology and to operate the OTAs on its behalf in order to create rental agreements related to the Property on behalf of Owner, for any vacation rental or fixed-term rental not exceeding 12 months. Any rental term greater than 12 months will require prior approval of Owner. Provider will operate all technology platforms on Owner’s behalf in a professional manner, using its best efforts and judgement. Owner shall have the right to block off any days when the Property will not be available to tenants. Owner also reserves the right, at its sole discretion, to set the minimum nightly, monthly or annual price Owner wishes to charge tenants;
    2. CUSTOMER SERVICE: Provider will use its best efforts to assist Owner in responding to any inquiries from prospective guests or current tenants of the Property (the “Guests”). Provider will also assist Owner in communicating with tenants in response to any service request or maintenance request necessary to preserve the Property or satisfy the need of a tenant. Finally, Provider will use its best efforts to assist Owner in resolving any disputes that may arise with a Guest;
    3. MARKETING: Provider will provide marketing support to Owner to (i) assist Owner in setting the price of short and long-term rentals for the Property based on market data on rental prices for similar properties; (ii) to describe the property optimally to prospective guests and tenants; and (iii) to offer the optimal set of amenities to Guests;
    4. PAYMENT MANAGEMENT: Owner hereby grants Provider the authority and power to assist Owner in the collection of rental fees, cleaning fees, other fees, and security deposits from Guests on Owner’s behalf, and to (i) return any security deposit to Guests in full if no damage is reported by Owner within 48 hours of the conclusion of each rental; or (ii) return a portion of any security deposit to Guests if owner reports damages totaling less than the collected security deposit.
      Provider shall make monthly disbursements to Owner, no later than the 10th day of each month, for any and all fees and retained security deposits (deposits not to be refunded to Guests) collected under this clause, for all Guest stays completed in the prior month. For the avoidance of doubt, a “Completed” stay refers to a rental that has concluded and (i) the Guest has already departed the property, and (ii) where a decision has been made as to whether any security deposit is to be retained. Provider will deduct from Owner’s monthly disbursement the Provider Fee (as defined below) and any reimbursement for pre-approved expenses owed to Provider by Owner. Provider shall render monthly statements of receipts, expenses, and other charges to Owner;
    5. LODGING TAX REMITTANCE: Provider will remit, on Owner’s behalf, any lodging taxes due for rental payments collected by Provider to the appropriate government agencies;
    6. ACTS OF GOD: Provider will not be liable to Owner or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of Provider’s obligations, if the delay or failure was due to any cause beyond Provider’s reasonable control such as shortages, severe weather, power or other utility cut-offs, burglary, natural disaster, strikes, governmental action, terrorism, war, civil unrest or other Acts of God or similar occurrences; and
    7. LIMITATION OF SERVICES: Owner agrees and understands that Provider is not providing investment advice or real estate advice, and that Owner shall make its own independent business and investment decisions. Whilst Provider will use reasonable skill to assist Owner in attracting Guests, Provider cannot guarantee that Owner will generate income of any particular amount and Provider will not be responsible for lost opportunity cost or loss of earnings if Owner does not secure any specific volume of income for whatever reason. Owner understands that Provider relies upon the verification standards of the various OTA websites and the Guests profile pages on those sites to assess suitability, and thus Owner agrees that Provider shall not be liable for the suitability, behavior, or actions of Guests, nor any damages caused by any Guests. Owner understands Provider is not a real estate agent and that Owner is responsible for engaging a licensed real estate agent for any transaction(s) that require a licensed real estate agent according to the law. 
  1. RESPONSIBILITIES OF OWNER. In order to allow Provider to render the Services as set forth in this Agreement, Owner agrees to:
    1. Prepare and maintain the Property fit for human habitation as required by applicable State and local laws, in a manner that ensures the safety of Guests, that promotes the enjoyment and comfort of Guests, and in accordance with all applicable laws and regulations, to include removing or securing any personal, expensive, or fragile items in the Property which may be damaged or removed by a Guest or which inhibit a Guest’s enjoyment of the Property;
    2. Provide or pay for the cost of professional photography and videography for the creation of marketing materials for the property;
    3. Install smart locks and/or keypad lockboxes necessary for Guests to access the property with a private code;
    4. Maintain current all utilities, HOA/condo fees, property taxes, and mortgages;
    5. Complete any necessary repairs to the Property as soon as reasonably possible upon notification that a problem has been found on the Property, to include assisting Guests with problems or urgent repairs that may arise from time to time;
    6. Ensure that the Property is both available on the dates which a Guest has booked and in the condition it has been listed or described;
    7. Provide (or contract to be provided) housekeeping and linen service at the start of each Guest’s stay;
    8. Comply with all legal requirements applicable to a landlord in the jurisdiction the Property is located, including but not limited to fire safety regulations, electrical safety etc.;
    9. Furnish to Provider complete, accurate and timely information about the Property as reasonably requested; provide all documentation, records, and disclosures as required by law or required by Provider to render the Services; and immediately notify Provider if Owner becomes aware of any change in such documentation, records or disclosures, or any matter affecting the habitability of the Property;
    10. Cooperate fully with Provider in the provision of the Services and pay the Provider Fee (as defined below) and any other costs when due;
    11. Not list the Property, operate, contract with, or cause any other party to operate any of the websites, platforms, or OTAs Provider is utilizing on behalf of Owner to list the Property and attract Guests;
    12. Pay all interest on Guest’s security deposits, if required by applicable laws;
    13. Maintain property insurance to include general liability coverage in an amount of no less than one-million dollars ($1,000,000.00) per occurrence to include coverage for any damages suffered by Guests or contractors at the Property, and naming Provider as an additional insured party on Owner’s policy(ies);
    14. Post or provide Guests any information about the Property in regard to safety, to include lead-based paint in accordance with all Federal, State, or local laws;
    15. Pay all taxes and required withholdings of revenues and incomes to local, State, and Federal authorities; and
    16. Manage any evictions, sign and serve notices and prosecute actions to evict tenants, recover possession of the Property, recover rents and other sums due, and, when expedient, settle, compromise and release claims, actions, and suits and/or reinstate tenancies.
  1. PROVIDER’S COMPENSATION. Owner agrees to pay Provider the following fees indicated below (the “Provider Fee”) as compensation for the Services:
    1. Technology management fee equal to twenty-five percent (25%) of the net sales receipts (net sales receipts defined as all monies received from Guests related to the rental of the Property during the term of this Agreement, minus (i) any refunds to Guests, (ii) commissions or fees paid to third-party website operators, and (iii) lodging taxes paid to government agencies);
    2. Reimbursement for any expenses paid by Provider on Owner’s behalf with Owner’s prior approval;
    3. A one-time setup fee of three hundred dollars ($300.00) for onboarding of the Property into Provider’s and third-party technology platform(s); and
    4. Mutually agreed upon extra fees if Owner requests (and Provider accepts at its sole discretion) additional services not included in this Agreement.
  1. CANCELLATION OR REFUNDS OF BOOKINGS. Provider shall issue refunds to Guests on Owner’s behalf according to the rules of each OTA and the rates agreed upon with each Guest. If Owner cancels a confirmed Guest booking or causes a Guest to cancel their rental, or if Provider is required to refund a part of a rental, Owner shall be required to pay the following charges:
    1. Any applicable cancellation fees levied by any OTA or third-party;
    2. Any charges levied by payment processing sites for refunds; and 
    3. Provider’s compensation payable had the rental not been cancelled.
    4. For the avoidance of doubt, “causing a Guest to cancel a rental” shall also include any situation where a reservation or booking is cancelled due to the Property being uninhabitable such as due to lack of heating, hot water, plumbing, electricity and Wi-Fi or due to gas leaks, water leaks, rodents, pests, lack of cleanliness or other such serious deficiencies. 
  1. PROPERTY MAINTENANCE. Owner is responsible for maintaining the Property. Provider will make Owner aware of any necessary repairs, improvements, or alterations that are known to Provider and are essential to accommodate Guests in an appropriate manner. Whilst Provider will use reasonable care to identify any issues that are readily apparent, Provider will not be responsible for the condition, safety or security of Property. Owner will be solely responsible for such conditions, safety and security and compliance with all laws, rules and regulations applicable to the Property. Provider may, at its sole discretion, de-list Property from any OTA or technology platform if Provider’s ratings on those sites could be or are negatively impacted by the condition of the Property, performance of the Owner of its responsibilities under this Agreement, or any other factor.

  2. SALE OF THE PREMISES. In the event the Property is marketed to be sold by Owner during the term of this Agreement, Owner will immediately (i) notify Provider; (ii) make all reasonable efforts to fulfill the future rental obligations that have been secured by the actions of Provider, and (iii) immediately pay Provider the Provider Fee for all future rentals secured (including for Guest stays that have not yet started) plus and any outstanding amounts due to Provider for services rendered. 

  3. INTELLECTUAL PROPERTY. All listings, websites, posters, and other marketing materials created by Provider as part of the Services in this Agreement shall remain the Intellectual Property of Provider. Owner agrees not to copy or re-use any of the listings, materials, or content developed by Provider during the term of this Agreement without Providers prior written authorization. The Parties agree that this clause will survive the termination of this Agreement.

  4. LIMITATION OF LIABILITY. In no event shall Provider be liable for exemplary, incidental, indirect, special or consequential damages or for any business, financial or economic loss such including but not limited to lost reputation, lost bargain, lost profit or loss of anticipated savings arising out of or resulting from this Agreement (even if Provider has been advised of the possibility thereof or Provider is asked by Owner to act against what Provider believes to be their best interests) except (i) in the case that such loss arises as a result of criminal action or gross negligence by Provider (and not a third party providing services on Provider’s behalf whose actions are not controlled by Provider); or (ii) to the extent the foregoing limitation is prohibited by applicable law.

    Notwithstanding anything to the contrary herein, subject to any exceptions set forth in applicable law, Provider liability for any losses, damages, and other liabilities relating to or arising out of this Agreement and the Services provided hereunder (including, without limitation, with respect to property damage, damage to valuable or fragile items at the Property, personal injury and death) deemed to be payable by any Party, authority, court of law, or arbitration proceeding, will be limited to the cost of obtaining replacement services or the historical one-month average worth of Provider Fee as specified in this Agreement, whichever is the higher amount.

  5. HOLD HARMLESS. Except in the case of criminal action or gross negligence by Provider, Owner shall indemnify, defend, and hold harmless Provider, and all persons in Provider's firm, regardless of responsibility, from all costs, expenses suits, liabilities, damages, attorneys fees, and claims of every type, including, but not limited to, those arising out of injury or death of any person, or damage to any real or personal property of any person, including Owner, related to Provider’s provision of the Services in this Agreement or its performance or exercise of any of the duties, powers, or authorities herein granted to Provider.

  6. EQUAL HOUSING OPPORTUNITY. The Parties agree that the Property is to be offered to Guests in compliance with all Federal, State, and local anti-discrimination laws.

  7. REPRESENTATIONS OF THE OWNER. Owner represents, unless otherwise specified in writing, to be unaware of the following:
    1. Any recorded Notice of Default affecting the Property;
    2. Any delinquent amounts due under any loan secured by Owner or other obligations affecting the Property;
    3. Any bankruptcy, insolvency, or similar proceeding affecting the Property;
    4. Any litigation, arbitration, administrative action, government investigation, or other pending or threatened action that does or may affect the Property or Owner’s ability to lease the Property or transfer possession of ownership; and
    5. Any current, pending, or proposed special assessments affecting the Property. 

  1. Owner shall promptly notify Provider in writing if Owner becomes aware of any of the aforementioned items in this section during the term of this Agreement.

  1. SUCCESSORS. This Agreement shall be binding upon Owner and Provider’s successors. Owner will not assign its interest in the Property during the term of this Agreement, except in connection with a sale of all or substantially all of its assets.

  2. WAIVERS. No waiver of any condition or covenant in this Agreement by either party shall be deemed to imply or constitute a further waiver of the same or any other condition or covenant of this Agreement.

  3. TENANT FEES. Owner agrees that Provider may receive and keep for itself fees and charges from Guests for:
    1. Processing any background checks requested by Owner;
    2. Returned (NSF) checks which result in a cost to Provider;
    3. Bank merchant account fees (credit card payment fees); and
    4. Any other services that are not in conflict with this Agreement.
  1. NOTICES. Any written notice to the Owner or Provider required under this Agreement shall be served by sending such notice by Certified Mail with return receipt or via electronic mail. Such notice shall be sent to the respective address of each Party as indicated below.

  2. CHOICE OF LAW. The Parties consent to the laws of the Commonwealth of Virginia and agree that the validity, interpretation, enforcement and effect of this Agreement shall be governed by, and construed according to the laws of, the Commonwealth of Virginia.

  3. CHOICE OF FORUM. The Parties irrevocably:
    1. Agree that any suit, action, or proceeding arising out of or relating to this Note shall be heard and determined by the Circuit Court of Fairfax County, Virginia or the United States District Court for the Eastern District of Virginia, Alexandria Division;
    2. Consent to the personal jurisdiction of either tribunal, and agree that either shall constitute a proper venue for the hearing and determination of any dispute or the enforcement of this Agreement;
    3. Waive any objection which the Parties may now or hereafter have to the laying of venue of any such suit, action, or proceeding brought in any such Court, and any claim that any such suit, action or proceeding brought in any such Court has been brought in an inconvenient forum;
    4. Waive the right to object that any such Court does not have jurisdiction over the Parties; and
    5. Consent to the service of process, if required, in any such suit, action, or proceeding by the mailing of copies of such process to the Parties by certified mail at the Party’s address indicated in this Agreement, or to such other address which a Party shall have received notice of being the other Party’s new permanent address. Nothing in this paragraph shall affect the Party’s right to serve process in any other manner permitted by law.
  1. WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE ANY AND ALL RIGHTS THAT THEY MAY NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA, ANY STATE OR TERRITORY, TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES OR THEIR SUCCESSORS AND ASSIGNS, OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.  FURTHER, THE PARTIES WAIVE ANY RIGHT TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.  IT IS INTENDED THAT SAID WAIVER SHALL APPLY TO ANY AND ALL DEFENSES, RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION OR PROCEEDING.

  2. ATTORNEY FEES. In any action, proceeding, or arbitration between Owner and Provider regarding the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and costs from the non-prevailing Party.

  3. FORCE MAJEURE. In the event that either party shall be delayed or hindered in or prevented from doing or performing any act or thing required in this Agreement by reason of strikes, lock-outs, casualties, acts of God, labor troubles, inability to procure materials, failure of power, governmental laws or regulations, riot, insurrection, war or other causes beyond the reasonable control of such party, then such party shall not be liable or responsible for any such delays and the doing or performing of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay.

  4. RELATIONSHIP OF PARTIES. Both Parties warrant that they have the power to enter into this agreement and have obtained all necessary approvals to do so. The relationship between Owner and Provider is that of a client and independent contractor. Provider is not an employee or partner of Owner. No partnership, joint venture, association, alliance, or other fiduciary, employee/employer, or other relationship other than that of the independent contractor shall be created by this Agreement, express or implied.

  5. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.

  6. ENTIRE AGREEMENT. This Agreement contains all the terms agreed to by the Parties relating to its subject matter including any attachments or addendums. This Agreement replaces all previous discussions, understandings, and oral agreements. Owner and Provider agree to the terms and conditions and shall be bound until the end of the Term.

 

IN WITNESS WHEREOF, the Parties have indicated their acceptance of the terms of this Agreement by their signatures below on November 28, 2021.

 

 

OWNER
 

 

PROVIDER
AM Realty PR, LLC dba IslandYeti.com

 

 

 

 

Name: Name & Title: Fabián Rosado, Manager

 

 

 

 

Mailing Address:

,

Mailing Address: 2093 Philadelphia Pike
Suite 8245
Claymont,
DE
19703

 

 

 

 

Phone: Phone: (703) 881-9147

 

 

 

 

Email: Email: fabian@amrealtypr.com

 

 

 

 

 

PROPERTY

 

 

 

 

 

 

Address:

,

 

 

 

 

By:

 

By:

 

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Signature Certificate
Document name: Technology and Marketing Services Agreement-Test
lock iconUnique Document ID: cfb29a7bb2c43f4d9c8d7cb661669902b600c697
Timestamp Audit
August 28, 2021 12:56 pm ESTTechnology and Marketing Services Agreement-Test Uploaded by Fabian Rosado - reservations@islandyeti.com IP 68.238.165.223